Johansson, Knightley Bare All for Magazine

Tue Feb 7, 10:19 AM ET

NEW YORK - With award season still under way, Scarlett Johansson and Keira Knightley are exchanging ballgowns for birthday suits.

Under the artful eye of photographer Annie Leibovitz, the starlets posed nude for the cover of Vanity Fair magazine's yearly Hollywood issue, to be released Wednesday.

Fashion superstar Tom Ford also appears on the cover photo, though he stuck with a more traditional suit — one of black fabric.

Ford, the issue's guest art director, said he hadn't planned on becoming part of his own project, but he stepped in when "Wedding Crashers" star Rachel McAdams, 29, backed out.

"She did want to do it, and then when she was on the set I think she felt uncomfortable, and I didn't want to make anybody feel uncomfortable" Ford said Tuesday on ABC's "Good Morning America."

Other Hollywood stars weren't difficult to persuade, Ford said.

"A lot of women actually, a couple of men, too, wanted to take their clothes off," he said. "These are such beautiful people, beautiful women, and who doesn't want to see a bit of them."

Angelina Jolie also got naked for the Hollywood issue, posing in a bathtub. Another shot depicts a fully clothed George Clooney as a director filming a large cast of women wearing skin-tone underwear.

For the cover photo, Knightley, 20, was photographed sitting sideways, with legs and arms carefully placed. The 21-year-old Johansson, draped over Ford's leg, is somewhat more exposed — readers who open the fold-out cover will see her bare buttocks.

Knightley is currently nominated for a best actress Oscar for her performance in "Pride & Prejudice." Johansson co-starred this year in Woody Allen's "Match Point."

Yummy!!

Yummy!!

Ditto!

I saw it on Extra last night...............isn't there one of Angelina Jolie too?

Looks like Keira's got a better looking bod than Scarlett

When will some Hollywood studs get naked for any magazine?

Brad Pitt, Paul Walker, Casper Van Dien..........I'm getting a hard on just thinking about it!

Even though they are both hot women, that's not a flatering picture. The hair distracts me and they look like they've spent their life indoors.

When will some Hollywood studs get naked for any magazine?

Brad Pitt, Paul Walker, Casper Van Dien..........I'm getting a hard on just thinking about it!

It would have not killed VF to ask Jake Gyllenhaal and Heath Ledger to do a nude spread since Brokeback is the movie everyone's talking about. That would have been the first VF I ever bought! Actually, VF could have asked any hot looking actor and that would have been cool. We need equal nekkidness for the ladies and gay males.

Jake Gyllenhaael naked - now you're talking!

How about a naked George Clooney spread? WOW

Even though they are both hot women, that's not a flatering picture. The hair distracts me and they look like they've spent their life indoors.

Agreed. They look so....waspy.

Agreed. They look so....waspy.

Yeah, a tan wouldn't have hurt!

I think Scarlett has a nice curvy body. I'd like to see Isaac Mizrahi try to grab anything else like he did on E! He'd probably get !@#$%^&*]slapped into next year.

I don't like the pics at all. They remind me of greek goddesses like the naked Athena or Aphrodites!

Who wants a tan? They are classic beauties, not sun dried bimbos. Beautiful women.

Who wants a tan? They are classic beauties, not sun dried bimbos. Beautiful women.

right on!